UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for use of the Commission Only (as Permitted By Rule 14A-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to Section 240.14a-12

SERITAGE GROWTH PROPERTIES

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

500 Fifth Avenue
Suite 1530
New York, NY 10110
(212) 355-7800

April 27, 2023

Dear Shareholder:

The trustees and officers of Seritage Growth Properties (“Seritage,” the “Company,” “our company,” “we,” “our” or “us”) are pleased to invite you to attend the 2023 annual meeting of the Company’s shareholders on June 6, 2023 at 10:00 a.m. (Eastern Time). This year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual Annual Meeting by visiting www.meetnow.global/M2XYZH2. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Questions and Answers — How do I attend and vote shares at the Annual Meeting?” Any reference herein to attending the Annual Meeting, including any reference to “in person” attendance, means attending by remote communication via live webcast on the Internet.

The formal notice of this Annual Meeting and the Proxy Statement appear on the following pages. We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. After reading the Proxy Statement, please submit your proxy through the Internet, by touch-tone telephone or by requesting a printed copy of the proxy materials and using the enclosed proxy card. We must receive properly authorized proxies submitted via mail by June 5, 2023 to ensure they will be counted at the Annual Meeting. We encourage you to authorize a proxy to vote your shares via telephone or the Internet and to choose to view future mailings electronically rather than receiving them on paper. You may vote electronically via telephone or the Internet up to the time the polls close at the virtual meeting. Please review the instructions on each of your voting options described in this Proxy Statement, as well as the Notice of Internet Availability of Proxy Materials you received in the mail.

Whether or not you plan to attend the virtual meeting, please read the Proxy Statement and vote your shares.

	Sincerely,

	Andrea L. Olshan
	Chief Executive Officer and President

	Seritage Growth Properties
	500 Fifth Avenue
	Suite 1530
	New York, NY 10110

SERITAGE GROWTH PROPERTIES

500 Fifth Avenue

Suite 1530

New York, NY 10110

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

June 6, 2023

10:00 a.m. Eastern Time

We invite you to attend the 2023 annual meeting of shareholders (the “Annual Meeting”) of Seritage Growth Properties, a Maryland real estate investment trust (“Seritage,” “the Company,” “our company,” “we,” “our” or “us”), to consider and vote upon:

1. The election of John T. McClain, Adam Metz, Talya Nevo-Hacohen, Andrea L. Olshan, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann as trustees, each to serve until the 2024 annual meeting of shareholders and until his or her successor is duly elected and qualifies;

2. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2023;

3. An advisory, non-binding resolution to approve the Company’s executive compensation program for our named executive officers, as described in the proxy statement;

4. The determination, on an advisory non-binding basis, of the frequency with which shareholders will participate in any advisory vote on executive compensation; and

5. Any other business that may properly come before the meeting or any postponement or adjournment of the meeting.

The record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on April 19, 2023 (the “Record Date”). Only shareholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the meeting. For more information, please read the accompanying Proxy Statement.

This year’s Annual Meeting will be held in a virtual meeting format only. You will be able to attend the Annual Meeting by remote communication and vote and submit questions during the virtual Annual Meeting by visiting www.meetnow.global/M2XYZH2. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement in the section titled “Questions and Answers — How do I attend and vote shares at the Annual Meeting?” Any reference herein to attending the Annual Meeting, including any reference to “in person” attendance, means attending by remote communication via live webcast on the Internet.

It is important that your shares are represented at the meeting. Shareholders of record as of the close of business on the Record Date may vote their shares online at the virtual Annual Meeting, or authorize a proxy (1) by telephone, (2) through the Internet or (3) if you requested to receive printed proxy materials, by executing and submitting your enclosed proxy card at any time prior to meeting. If you do not attend the virtual meeting but your vote is submitted by telephone or Internet before 10:00 A.M., Eastern Time, on June 6, 2023, your vote will be cast as if you were personally present at the meeting. If you are a shareholder of record as of the close of business on the Record Date or hold a legal proxy from a shareholder of record and attend and vote at the Annual Meeting, your vote at the Annual Meeting will replace any earlier vote.

	Sincerely,

	Matthew Fernand
	Chief Legal Officer and Corporate Secretary

April 27, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2023 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 6, 2023.

The Company’s Proxy Statement for the Annual Meeting and the 2022 Annual Report on Form 10-K for the fiscal year ended December 31, 2022 are available at https://www.edocumentview.com/SRG.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS	1

CORPORATE GOVERNANCE	7
Corporate Governance Practices	7
Environmental, Social and Governance Practices	7
Trustee Independence	8
Risk Management	8
Public Policy Matters	9

THE BOARD OF TRUSTEES	9
Board Membership	9
Committees of the Board of Trustees	10
Communications with the Board of Trustees	12
Board Leadership Structure	12
Nomination of Trustee Candidates	12
Review and Approval of Transactions with Related Persons	14
Our Relationships with Transform Holdco LLC and Edward S. Lampert	14

ITEM 1. ELECTION OF TRUSTEES	17

AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	20
Security Ownership of Trustees and Management	20
Security Ownership of 5% Beneficial Owners	21

EXECUTIVE OFFICERS	22

COMPENSATION DISCUSSION AND ANALYSIS	23

ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	42
Independent Registered Public Accounting Firm Fees	42

REPORT OF THE AUDIT COMMITTEE	43

ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION	44

ITEM 4. ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION	45

OTHER BUSINESS THAT MAY COME BEFORE THE MEETING	46

2024 ANNUAL MEETING OF SHAREHOLDERS	46
Procedures for Submitting Shareholder Proposals	46

SOLICITATION OF PROXIES	46

IMPORTANT	46

	Audit	Compensation	Nominating and Corporate Governance	Investment
J. McClain	X*	X*
A. Metz(¹)	X	X
T. Nevo-Hacohen(²)		X		X*
S. Osberg(³)		X	X
M. Sabshon(⁴)			X*
A. Thrush(⁵)	X		X
M. Wilsmann(⁶)			X	X
2022 Meetings	7	7	2	4 ⁽⁷⁾

	Common Shares Class A		Non-Economic Shares Class B		Non-Voting Shares Class C
Name of Beneficial Owner⁽¹⁾⁽²⁾	Number of Shares Beneficially Owned	Number of Shares Beneficially Owned Percent⁽³⁾	Number of Shares Beneficially Owned	Number of Shares Beneficially Percent	Number of Shares Beneficially Owned	Number of Shares Beneficially Owned Percent	% of Total Voting Power⁽⁴⁾
Andrea L. Olshan	121,147	*	—	—	—	—
John Garilli	—		—	—	—	—
Matthew Fernand	49,635	*	—	—	—	—	*
Eric Dinenberg	17,594	*	—	—	—	—	*
John T. McClain	2,600	*	—	—	—	—	*
Adam Metz	—		—	—	—	—
Talya Nevo-Hacohen	—		—	—	—	—
Sharon Osberg⁽⁵⁾	4,500	*	—	—	—	—	*
Mitchell Sabshon	—		—	—	—	—
Allison L. Thrush	5,450	*	—	—	—	—	*
Mark Wilsmann	—	*	—	—	—	—
All trustees, named executive officers, other executive officers as a group (11 persons)	200,926	*	—	—	—	—	*

Name	Age	Position
Andrea L. Olshan	43	Chief Executive Officer and President, Trustee
John Garilli	58	Interim Chief Financial Officer
Eric Dinenberg	40	Chief Operating Officer
Matthew Fernand	46	Chief Legal Officer and Corporate Secretary

Key Changes to the Executive Compensation Program in 2022	Associated Business Highlights
Time-Based Equity Awards Only. Rather than approving a mix of time-based vesting and performance-based vesting restricted stock units (“RSUs”) as it has in the past, the Compensation Committee approved an annual equity award program comprised entirely of time-based vesting RSUs, which will vest ratably over a period of three years (subject to accelerated vesting in connection with certain events, as more fully described under the heading “Potential Payments Upon Termination or Change in Control” below) and generally deliver value to our executives only if they remain employed by us through the vesting dates (thereby placing additional emphasis on continued employment than in the past).	The Company, led by our management team, made significant progress in the disposition of its assets since initiating the Plan of Sale, despite challenging market conditions, generating $739.7 million of gross proceeds from the sale of 65 wholly owned properties and eight joint venture assets last year (plus an additional $232.8 million of gross proceeds from the sale of 17 assets initiated during 2022 but completed subsequent to year-end through February 2, 2023). The Company also continued to build momentum on the Plan of Sale, with over $489.0 million of assets either under contract or with accepted offers through February 2, 2023.
Target Bonuses Subject Only to Continued Employment. The 2022 annual cash bonus program approved by the Compensation Committee provided that each eligible employee would receive a bonus in an amount equal to the employee’s target annual cash bonus incentive, subject to the employee’s continued employment through the bonus payment date, and there would be no performance metrics applicable to the 2022 annual cash bonus program.

Element	Objective
Base salary	Base salary provides the executive a level of predictable income and is set relative to the executive’s experience and the competitive marketplace.
Annual and retention bonus opportunities	The annual and retention bonus opportunities are designed to retain and motivate executives during the Plan of Sale process.
Annual long-term equity awards	The annual equity incentive program is designed to align executives’ interests with delivering shareholder value and, in 2022, included grants of time-based vesting RSUs that also deliver strong retention value.
Participation in general employee benefit programs	A standard package of employee benefits is maintained to provide employees, including the NEOs, with retirement savings opportunities, medical coverage, and other standard health and welfare benefits.

	Amount of Target Annual Cash Bonus Incentive
Name	As Percentage of Base Salary	As Dollar Amount
Andrea L. Olshan	140%	$1,400,000
Matthew Fernand	75%	$318,750
Eric Dinenberg	75%	$399,600

	Retention Bonus Amounts
Payment Dates	Mr. Fernand	Mr. Dinenberg
July 15, 2022	$199,218.75	$187,500
November 15, 2022	$199,218.75	$187,500
March 15, 2023	$398,437.50	$375,000
July 15, 2023	$199,218.75	$187,500
November 15, 2023	$199,218.75	$187,500
March 15, 2024	$398,437.50	$375,000

	Amount or Target/Max Range of Annual Long-Term Equity Award		Total Grant Value	Terms	Number of RSUs (Based on share price on date of grant of $11.31)
Name	As Percentage of Base Salary	As Dollar Amount	Total Grant Value	Terms
Andrea L. Olshan	200%	$2,000,000	$1,999,993	- 100% 3-year ratable time-based vesting - Vesting subject to continued service, except in certain involuntary termination events	176,834
Matthew Fernand	75-100%	$318,750-$425,000	$424,566		37,539
Eric Dinenberg	75-100%	$300,000-$400,000	$399,594		35,331

	Sincerely,


	John T. McClain, Chairman
	Sharon Osberg
	Adam Metz^(*)

	^*Mr. Metz joined the Compensation Committee after the March 2022 compensation decisions described herein were made.

Name and Principal Position	Year	Salary	Bonus	Stock Awards	Non-Equity Incentive Plan Compensation	All other compensation	Total
		($)	($)(1)	($)(2)	($)	($)(3)	($)
Andrea L. Olshan	2022	1,000,000	1,400,000	1,999,993	-	11,269	4,411,262
Chief Executive Officer and President	2021	784,615	1,000,000	3,737,493	-	13,500	5,535,608
John Garilli (4)	2022	-	-	-	-	-	-
Interim Chief Financial Officer
Matthew E. Fernand Chief Legal Officer and Corporate Secretary	2022	425,000	717,188	424,566	-	12,200	1,578,954
	2021	425,000	215,000	122,674	424,575	13,500	1,200,749
	2020	405,282	209,063	218,898	-	21,038	854,281
Eric Dinenberg	2022	400,000	675,000	399,594	-	12,200	1,486,794
Chief Operating Officer	2021	364,230	110,000	429,933	399,600	13,500	1,317,263
Amanda Lombard (5)	2022	23,077	-	-	-	-	23,077
Former Chief Financial Officer	2021	400,000	215,000	88,000	424,575	13,500	1,141,075
	2020	291,952	51,118	78,383	-	11,890	433,343


Name	Grant Date	All other stock awards: Number of shares of stock or units	Grant date fair value of stock and option awards
		(#)	($)
Andrea L. Olshan	3/15/2022	176,834	1,999,993
Matthew E. Fernand	3/15/2022	37,539	424,566
Eric Dinenberg	3/15/2022	35,331	399,594

	Stock Awards			Equity Incentive Plan Awards
Name	Number of shares or units of stock that have not vested		Market value of shares or units of stock that have not vested	Number of unearned shares, units or other rights that have not vested		Market value of shares, units or other rights of stock that have not vested
	(#)		($) (1)	(#)		($) (1)
Andrea L. Olshan	218,302	(2)(4)	2,582,513
				124,405	(2)(3)	1,471,711
Matthew E. Fernand	42,524	(4)	503,059
				3,927	(5)(3)	46,456
				3,895	(6)(3)	46,078
Eric Dinenberg	58,305	(4)(7)	689,748
				1,292	(5)(3)	15,284
				950	(6)(3)	11,239

Name	2019 Annual Time- Based RSUs, granted 3/2/2020	2020 Annual Time- Based RSUs, granted 3/5/2021	2021 RSUs as Annual Bonus, granted 3/5/2021	2022 Annual Time- Based RSUs, granted 3/15/2022
Andrea L. Olshan	-	-	-	176,834
Matthew E. Fernand	873	866	3,246	37,539
Eric Dinenberg	287	634	1,056	35,331

	Stock Awards
	Number of shares acquired on vesting	Value realized on vesting
Name	(#)⁽¹⁾⁽²⁾	($)⁽²⁾
Andrea L. Olshan	20,734	229,940
Matthew E. Fernand	5,671	63,831
Eric Dinenberg	12,052	100,694

Name	Cash Severance	Pro-rata Bonus (1)	COBRA and Other Benefits (2)	Equity Acceleration Value (4)	Total
Termination by the Company without Cause or Resignation for Good Reason
Andrea L. Olshan ⁽⁵⁾	$ 4,800,000	$ 1,400,000	$ 28,014	$3,563,653	$9,791,667
Matthew E. Fernand	3,090,104	318,750	12,009	580,234	4,001,097
Eric Dinenberg	2,908,333	300,000	-	712,525	3,920,858
Termination by the Company for Cause or Resignation without Good Reason
Andrea L. Olshan	-	-	-	-	-
Matthew E. Fernand	-	-	-	-	-
Eric Dinenberg	-	-	-	-	-
Termination in event of Death or Disability
Andrea L. Olshan	-	$ 1,400,000	-	$ 4,054,224	$ 5,454,224
Matthew E. Fernand	-	318,750	$ 12,009	580,234	1,016,818
Eric Dinenberg	-	300,000	-	712,525	1,112,125
Change in Control if Awards are not Assumed ⁽⁶⁾
Andrea L. Olshan	-	-	-	$4,054,224	$ 4,054,224
Matthew E. Fernand	-	-	-	595,593	595,593
Eric Dinenberg	-	-	-	716,271	716,271

							Value of Initial Fixed $100 Investment Based On:
Year	Summary Compensation Table Total for Andrea L. Olshan ($)	Summary Compensation Table Total for Benjamin Schall ($)	Compensation Actually Paid to Andrea L. Olshan ($)	Compensation Actually Paid to Benjamin Schall ($)	Average Summary Compensation Table Total for Non-PEO NEOs ($)	Average Compensation Actually Paid to Non-PEO NEOs ($)	Total Shareholder Return ($)	Peer Group Total Shareholder Return ($)	Net Income (Loss) ($ in thousands)
(a)	(b)1	(c)1	(d)2	(e)3	(f)4	(g)5	(h)6	(i)7	(j)8
2022	4,464,584	-	3,509,293	-	282,692	212,466	30	90	(152,964)
2021	5,535,609	97,655	4,846,442	(2,872,955)	1,216,648	1,117,444	33	123	(38,985)
2020	-	2,288,554	-	(3,032,742)	811,351	88,941	37	89	(120,097)

Year	Reported Summary Compensation Table Total for Ms. Olshan ($)	Reported Value of Equity Awards ($)(a)	Equity Award Adjustments ($)(b)	Compensation Actually Paid to Ms. Olshan ($)
2022	4,464,584	(2,552,546)	1,597,255	3,509,293
2021	5,535,609	(3,737,493)	3,048,326	4,846,442
2020	-	-	-	-

Year	Year-End Fair Value of Equity Awards Granted in the Year and that are Unvested ($)	Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested ($)	Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Prior Year- End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Total Equity Award Adjustments ($)
2022	2,346,587	(704,132)	-	(45,200)	-	-	1,597,255
2021	2,678,224	-	370,102	-	-	-	3,048,326
2020	-	-	-	-	-	-	-

Year	Average Reported Summary Compensation Table Total for Non-PEO NEOs ($)	Average Reported Value of Equity Awards ($)(a)	Average Equity Award Adjustments ($)(b)	Average Compensation Actually Paid to Non- PEO NEOs ($)
2022	282,692	(274,720)	204,494	212,466
2021	1,216,648	(321,510)	222,306	1,117,444
2020	811,351	(250,381)	(472,029)	88,941

Year	Average Year- End Fair Value of Equity Awards Granted in the Year and that are Unvested ($)	Average Year- over-Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested ($)	Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year ($)	Average Year- over-Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($)	Average Prior Year-End Fair Value of Equity Awards that Failed to Meet Vesting Conditions in the Year ($)	Average Value of Dividends or other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation ($)	Average Equity Award Adjustments ($)
2022	241,746	(4,066)	-	(7,190)	(25,997)	-	204,494
2021	250,235	(58,214)	-	24,319	(740)	6,706	222,306
2020	65,652	(263,199)	-	(55,871)	(229,731)	11,120	(472,029)

Name ⁽¹⁾	Fees Earned or Paid in Cash ($)
David S. Fawer	25,000
Edward S. Lampert	16,667
Adam Metz	92,000
John T. McClain	176,000
Talya Nevo-Hacohen	75,000
Sharon Osberg	146,000
Mitchell Sabshon	75,000
Thomas M. Steinberg	25,000
Allison L. Thrush	155,200
Mark Wilsmann	75,000

	January 1, 2022 to December 31, 2022	January 1, 2021 to December 31, 2021
Audit Fees (1)	$1,766,446	$1,447,550
Audit-Related Fees	$0	$0
Tax Fees	$531,683	$605,633
Other Fees (2)	$0	$50,000
Total	$2,298,129	2,103,183

SEC Form DEF 14A filed by Seritage Growth Properties